Due Diligence Title Clause Samples
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Due Diligence Title. Parent shall be satisfied, in its absolute discretion,
(i) with the results of its due diligence investigation of Company, including without limiting the generality of the foregoing, Company's intellectual property, contractual obligations, indebtedness and liabilities (whether accrued, absolute, contingent or otherwise), operations, business affairs and prospects;
(ii) that on the Closing Date, it will obtain good and valid title to the legal and beneficial ownership of all, but not less than all, of the Company Capital Stock free and clear of all encumbrances; and
(iii) the security interest of Silicon Valley Bank to which the assets of the Company are subject has been terminated, and such assets are free of all liens and encumbrances of any kind.
Due Diligence Title. PERMITTED ENCUMBRANCES; VIOLATIONS;
Due Diligence Title. Buyer's obligation to purchase the Property is subject to Buyer's approval, deemed approval or waiver, during the Due Diligence Period, of the contingencies set forth in Sections 6.2 and 6.3 below, which approval or waiver shall be given or withheld in Buyer's reasonable discretion. Buyer shall promptly commence, and diligently in good faith pursue, its due diligence review hereunder. If, prior to expiration of the Due Diligence Period, Buyer disapproves or is not deemed to approve any of such contingencies or Buyer's Board of Directors has not approved this Agreement, then this Agreement shall terminate without liability of either party therefor (except for those provisions which expressly survive termination) and Escrow Holder shall return the Deposit to Buyer, less title and escrow charges, if any.
Due Diligence Title